Shareholders recommend to VOTE FOR ALL the resolutions to be proposed at the
Requisitioned Extraordinary General Meeting on November 26, 2015.

Support a new Board proposed by shareholders

to help the recovery of Minera IRL Limited.

The new Board proposed by shareholders will resume the financing process with
COFIDE to develop Ollachea, helping unlock value in the Company

London, November 11: A group of concerned shareholders in Minera IRL,
representing 10.9% are have convened an Extraordinary General Meeting (EGM),
to be held on November 26.

These shareholders, have chosen to intervene in Minera IRL Ltd to help address
serious concerns about the governance of the Company, which are seen as
affecting financial and key stakeholder relationships.

They recommend their fellow shareholders to VOTE FOR change by appointing 6
new Directors and removing the 3 current incumbent Directors. This vote for
positive change by ensuring an independent and experienced governance
structure is put in place is for the following key reasons:

ü We need a winning business plan to repair the Company's value

ü A fresh independent Board is needed to implement this change

ü To resume the good relationship with stakeholders

ü There is a need to improve Corporate Governance Standards

We need a winning business plan to repair the Company's value for shareholders

· Corihuarmi Gold Mine has a life of mine (LOM) until mid-2017, with
strong potential to increase the LOM to 2019, through a minor investment in a
drilling programme, which the new Board will promote; and

· The development of the flagship Ollachea project was jeopardized by the
actions of the former Executive Chairman Daryl Hodges and by recent comments
made by current Non Executive Chairman Jaime Pinto. A new Board is required
to repair links with the Ollachea community and provide continuity and
effective management going forward.

The Way Forward - The Requisitionist shareholders' business case is seen as
providing better value for shareholders; key elements are:

· Under a stable and effective new Board, the Company will be much better
placed to secure necessary funding. COFIDE, Peru's state-owned development
bank, will structure a debt facility of up to $240m under which Jorge Ramos
will sit on the otherwise predominantly independent Minera Board;

· The resuming of this financing will help build the Ollachea gold
Project in the South of Peru, and to extend the lifespan of the Corihuarmi
mine; and

· Bringing a halt to costly remuneration practices that has seen the
former Executive Chairman potentially receiving US$1,035,000 for a seven month
period from March to December 2015. This include a 'Golden parachute'
termination clause of USD500,000 being provided for the former Executive
Chairman in the advent of a change-in-control, and a payment to him each month
of USD15,000 since his removal from the Board.

A fresh independent Board is needed to implement this change

A new Board will: be more independent; help improve corporate governance at
the Company; and mean a reduction in the reputational risk profile of the
Company.

The Board proposed by the shareholders includes: Jorge Luis Ramos, CEO of
COFIDE; Julian Bavin, former CEO of the Americas of Rio Tinto; Leonard Harris,
former CEO of Minera Yanacocha (Newmont); Frank O'Kelly, former member of JP
Morgan; Armando Lema, Partner in Estudio Thorne, Echeandia & Lema; and Diego
Benavides, Company co-founder and President of Minera IRL S.A. and Compañia
Minera Kuri Kullu S.A.

The present Board is too small and lacks the sufficient direction to tackle
the Company's problems which include: a) recent mismanagement of the Company;
b) the lack of confidence from shareholders and stakeholders and c)
potentially jeopardising the flagship Ollachea project. When the former
Executive Chairman was voted off the Board the Company was left with only two
directors.

The New Board Incumbent Board
ü More independence - Independent × There are too few independent
directors form the majority of nominee directors to consider the various
slate committees function independently
ü Improved board functioning with a × With only three directors, the
doubling of the board size Board is seen to be short on
experience.
ü Increased experience - the six new × The two most recently appointed
directors have over 120 years of mining directors, based in Canada and Peru,
experience have not visited the key assets or
the Community.
ü The key mine asset will be kept open × Potential closure of Corihuarmi
and developed mine
ü Continued support from the main funder × Risk of loss of US$ 240m loan
(COFIDE) through the existing structure facility from COFIDE and triggering
mandate which needs to be revived of demand for US$70m repayment
ü Ollachea Community support will be × Risk for the community to
restored at what was considered to be a continue the shut down of the
best practice case study under the Ollachea project
guidance of Mr Benavides, one of the
nominees

· The Board turnover has been high over the last two years with at least
four directors leaving the Board for a variety of reason from 2014-15;

· One of the incumbent directors, Mr Pinto, has not been voted upon by
shareholders as he was appointed within hours of the AGM, as a stopgap in
order to ensure that there were at least three directors on the Board, as per
the Company's Articles of Association;

· The expertise and experience of the current Board of three
non-executive directors is lacking compared to the Proposed Directors, who
have direct and recognized experience of developing mining projects in Peru,
and collectively have over 120 years' experience in mining; and

· The current Board is seen as being conflicted and too close to the
deposed former Executive Chairman, Daryl Hodges, who was voted out decisively
by shareholders (with 91.72% voting against his re-election) at the 2015 AGM
following actions which damaged the relationship with the Peruvian community
and jeopardized development of operations.

The consequences of Mismanagement of the Company by former Executive Chairman
Daryl Hodges has to be addressed, and the present Board is not suitable to
achieve this. The new Board's qualities include:

· Their expertise amounts to 120 years in mining and also covers,
corporate affairs, finance and community relations;

· Of the six Proposed Directors, four are independent under the Canadian
National Instrument 58-101 Disclosure of Corporate Governance Practices (NI
58-101) and the UK Corporate Governance Code. Mr.Jorge Ramos may also be
considered to be independent as there are no conflict of interests being an
employee of COFIDE, which, as a development bank has no direct connection with
the economic sector (mining) in which Minera IRL operates; and

· The Head of the Key subsidiary has been selected to join an independent
Board of specialists that will help improve the fortunes of the Company and
bring extensive mining related experience to resolve the issues that have been
building at the Company.

To resume the good relationship with stakeholders

Improved relationships with funders - Under a stable and effective new Board,
the Company will be much better placed to secure necessary funding. COFIDE,
Peru's state-owned development bank, will structure a debt facility of up to
$240m under which Jorge Ramos will sit on the otherwise predominantly
independent Minera IRL Board.

Improved relationships with the local community and employees - Maintaining
good relationships with the Ollachea community is essential to develop the
Company's flagship project.

· The Ollachea Community Board of Directors have informed the subsidiary,
Compañia Minera Kuri Kullu S.A., that they consider the allusions to
manipulation, made by the current Board in the EGM Circular, to be offensive
and also that the statements made by the Non-Executive President, Jaime Pinto,
regarding Community support, are not appropriate; and

· The election of the Proposed Directors will serve to repair relations
with the Ollachea community, and one Board nominee, Mr Diego Benavides, has
been uniquely appointed to be an Honourable Community Member by the Ollachea
community, and is well placed to repair the relations with the community.

There is a need to improve Corporate Governance Standards

Little mention is made of this key area of interest for shareholders and this
may have led to the:

· Proxy advisers having made negative vote recommendations against the
Company in the recent past, with ISS recommending against three resolutions
(including one of the current directors, Mr Jones); and that

· Four of the ten resolutions proposed at the 2015 AGM failed to pass (to
re-elect Executive Chairman Daryl Hodges, to continue stock option plans, to
issue shares without pre-emption rights at up to 50% / ISC and to consolidate
the Company's shares). The vote was only 8.3% FOR on the election of Daryl
Hodges.

The Way forward

We recommend to VOTE IN FAVOUR in all the Proxy's choices.

Key facts to note:

· Mr. Benavides was appointed to this position by the Company's
co-founder Courtney Chamberlain, before he announced his medical leave in
March 2015.

· Mr. Benavides has been President and General Manager of Minera IRL S.A.
for 13 years, with total transparency and a successful management of the
Board, and has held similar positions for 9 years in Compañia Minera Kuri
Kullu S.A. He did not take de-facto control of the Peruvian subsidiaries, but
continued in his duties.

· There is enough evidence that the Company's personnel affected the
relationship with the Community and misused the Company's assets to warrant
shareholder intervention. The evidence and legal procedures are in course and
are being duly submitted in compliance with the Peruvian laws.

· The Financial Statements could have been submitted as Minera IRL S.A.
sent its completed documents on August 06, 2015 to the CFO, Brad Boland, who
resigned his post on September 28, 2015, irrevocably and immediately, leaving
the Company without the signature required by the TSX for its publication;

· Mr. Jorge Ramos is qualified to be an independent member of the Board
as there are no conflict of interests, as COFIDE is a development bank; and
therefore it has no direct connection with the economic sector (mining) in
which Minera IRL operates. Moreover, Mr. Ramos will participate as Director
based on his professional experience, not as COFIDE's representative.

You should return their form of proxy completed and signed in accordance with
the instructions provided. The form of proxy should be sent to the Company's
registrars, Computershare Investor Services (Jersey) Limited, c/o
Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol
BS99 6ZY, United Kingdom, by not later than 10:00 a.m. Toronto time (3:00 p.m.
GMT) on 24 November 2015. Shareholders on the Canadian Registry may instead
return their proxy (so as to be received within the same deadline) to
Computershare Investor Services Inc., Attention: Proxy Department, 100
University Avenue, 8th Floor, North Tower, Toronto, Ontario M5J 2Y1 Canada.

If you are a beneficial holder

If you hold beneficial interests in shares in the Company, for example, shares
registered under the name of CDS & Co. (the registration name for The Canadian
Depositary for Securities Limited, which acts as nominee for many Canadian
brokerage firms) please see the notes in Part 4 of the Circular.

UK directly registered holders, can vote in one of three ways:

by Proxy Form; appoint a proxy; or attend the meeting.

Voting by Proxy Form

The voting deadline is: 24 November 2015 by 10:00am (15:00hrs GMT)

The proxy forms are issued in respect of a designated account for a
shareholder. If any alterations are made to this form they should be
initialled.

What do I need to appoint more than one proxy?

To appoint more than one proxy, the shareholder will need an additional proxy
form for each proxy, or call the Registrar's helpline on 0370 707 4040.
Additional proxy forms can also be obtained by contacting this helpline.

How do you submit the proxy forms ?

All proxy forms must be signed and returned together in same envelope to:

Shareholders have the right to appoint some other person(s) of their choice,
as a proxy.

Instructions appointing a proxy via CREST are done using the system using
issuer ID number: 3RA50.

Instructions are to be sent no later than 48 hours before the meeting. The
Circumstances are set out in Article 34 of the companies (Uncertified
Securities) (Jersey) Order 1999.

Confirmation of the vote

Keep the time stamp generated by the CREST system. CREST messages must be
received by the issuer's agent (ID number: 3RA50) not later than 48 hours
before the time appointed for the meeting. The timestamp generated by the
CREST system will be used as a receipt.

Voting by attending the Meeting

The Meeting is: 26 November 2015 at 10:00 (EST) (15:00hrs GMT).

The completion and return of the proxy form will not preclude a member from
attending the meeting and voting in person - A member can attend the meeting
even after applying for a proxy.

You will be entitled to attend the meeting and vote the number of votes which
will be determined by reference to the Register of Members of the Company at
close of business two days prior to the meeting. For a member to attend and
vote, all shares must be registered 2 days before the meeting according to
Article 40 of the Companies (Uncertificated Securities) (Jersey) Order 1999,
Notices by which a person must be entered on the relevant register of
securities in order to have the right to attend or vote at the meeting, must
be received no later than 48 hours before the actual meeting.

The registered shareholder can walk in and vote. A proxy will need a letter of
representation to attend a meeting and vote.

No stock exchange, securities commission or other regulatory authority has
approved or disapproved the information contained in this news release.

Cautionary Statement on Forward-Looking Information

Certain information in this news release, including information about Company
management and operating performance; statements regarding the Financial
Materials, the Order, and the actions of the securities regulatory
authorities; and other statements expressing management's expectations or
estimates of future events, performance and exploration and development
programs or plans constitute "forward-looking statements". Forward-looking
statements often, but not always, are identified by words such as "seek",
"believe", "expect", "do not expect", "will", "will not", "intend",
"estimate", "anticipate", "plan", "schedule" and similar expressions of a
conditional or future oriented nature identify forward-looking statements.
Forward-looking statements are, necessarily, based upon a number of estimates
and assumptions. While considered by management to be reasonable in the
context in which they are made, forward-looking statements are inherently
subject to political, legal, regulatory, business and economic risks and
competitive uncertainties and contingencies.

The Company cautions readers that forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause Minera IRL's
actual financial results, future performance and results of exploration and
development programs and plans to be materially different than those expected
or estimated future results, performance or achievements and that
forward-looking statements are not guarantees of future performance, results
or achievements.

Forward-looking statements are made as of the date of this news release and
Minera IRL assumes no obligation, except as may be required by law, to update
or revise them to reflect new events or circumstances. Risks, uncertainties
and contingencies and other factors that might cause actual performance to
differ from forward-looking statements include, but are not limited to,
difficulties in respect of management of the Company, inability to complete
fulfil requirements prescribed by stock exchanges and securities regulatory
authorities, any failure to obtain or complete project financing for the
Ollachea gold project, legislative, political, social or economic developments
both within the countries in which the Company operates and in general,
contests over title to property, the speculative nature of mineral exploration
and development, operating or technical difficulties in connection with the
Company's development or exploration programs, increasing costs as a result of
inflation or scarcity of human resources and input materials or equipment.
Known and unknown risks inherent in the mining business include potential
uncertainties related to the title of mineral claims, the accuracy of mineral
reserve and resource estimates, metallurgical recoveries, capital and
operating costs and the future demand for minerals. For additional
information, please consult the Company's most recently filed MD&A and Annual
Information Form.

This information is provided by RNS
The company news service from the London Stock Exchange

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